Bumble Inc.

Note 1 - Organization and Basis of Presentation

Company Overview

Bumble Inc.’s main operations are providing online dating and social networking applications through subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates. Bumble Inc. (the “Company” or “Bumble”) was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.

Prior to the IPO and the Reorganization Transactions, Bumble Holdings L.P. (“Bumble Holdings”), a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our “Sponsor”). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries.

On February 16, 2021, the Company completed its IPO and used the proceeds from the issuance to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings (“Common Units”) from entities affiliated with our Sponsor.

In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO owners that hold Common Units following the Reclassification and the incentive units held by the Continuing Incentive Unitholders in the consolidated financial statements.

Assuming the exchange of all outstanding Common Units for shares of Class A common stock on aone-for-one basis under the exchange agreement entered into by holders of Common Units, there would be 151,638,183 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of March 31, 2026.

All references to the “Company", “we", “our” or “us” in this report are to Bumble Inc.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. These financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments, which are necessary for the fair presentation of our financial information. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2025 Form 10-K. Interim results are not necessarily indicative of the results for the full year ended December 31, 2026, or any other future period.

A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net earnings (loss) is modified to present earnings and other comprehensive income (loss) attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using an attribution method.

In accordance with U.S. GAAP, management evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company had outstanding term loans under the 2020 Credit Agreement as defined in Note 8, Debt, that were scheduled to mature on January 29, 2027, and management determined that additional funding, absent refinancing, would be required to meet its repayment obligations.

On April 24, 2026, certain subsidiaries of the Company entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a $475.0 million senior secured term loan facility and a senior priority revolving credit agreement providing for a $50.0 million senior secured revolving credit facility (the “2026 Revolving Credit Facility”), which mature in April 2030. Using the proceeds from the 2026 Credit Agreement, together with cash on hand, the Company repaid in full the Borrower’s outstanding indebtedness under the existing 2020 Credit Agreement.

As a result of the completed refinancing transaction, management has concluded that its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations, including cash outflows to service the 2026 Credit Agreement, for at least one year after the date the unaudited condensed consolidated financial statements are issued. Refer to Note 8, Debt, and Note 14, Subsequent Events, for additional information.

Note 2 - Summary of Selected Significant Accounting Policies

Included below are selected significant accounting policies including those that were added or modified during the three months ended March 31, 2026 as a result of new transactions entered into or the adoption of new accounting policies. See Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2025 Form 10-K for the full list of our significant accounting policies.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to business combinations, asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, stock-based compensation, tax receivable agreements, and income taxes.

These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in banks, cash on hand, cash in electronic money accounts, overnight deposits and investments in money market funds.

As of March 31, 2026 and December 31, 2025, the Company has classified its cash held in Russia as restricted cash due to the sanctions imposed by the Russia-Ukraine Conflict, which is included in “Other noncurrent assets” within the accompanying unaudited condensed consolidated balance sheets.

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the fair value of net assets acquired. The Company tests for goodwill impairment annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

During each annual impairment test, the Company has the option to first assess qualitatively whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment includes, but is not limited to: (i) deterioration in macroeconomic conditions or changes in market competitiveness; (ii) significant changes in cash flows and cost factors; (iii) changes in planned use of the assets; (iv) a significant decline in the Company’s stock price for a sustained period; and (v) a significant change in the Company’s market capitalization relative to its net book value.

As a result of the qualitative assessment, if the Company determines that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, it will perform a quantitative test by estimating the fair value of the reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company records a goodwill impairment loss equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill.

Alternatively, the Company is permitted to bypass the qualitative assessment and proceed directly to performing the quantitative assessment.

The Company considers both the income and market approaches to estimate the fair value of a reporting unit. The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information and key valuation multiples and considers a market control premium and guideline transactions, when applicable. The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions including, but not limited to, the Company's forecasted financial results, the revenue growth rate, discount rate and valuation multiples. Additionally, adverse macroeconomic factors, including but not limited to, slower economic growth, a higher cost of borrowing, inflationary pressures, and fluctuations in foreign currency exchange rates, may impact the estimated fair value of a reporting unit.

See Note 4, Goodwill and Intangible Assets, Net, for additional information on goodwill impairment charges recorded in 2025.

Indefinite-lived Intangible Assets

The Company tests intangible assets that are not amortized (i.e., indefinite-lived brands) for impairment at the asset level. Indefinite-lived intangible assets are tested for impairment annually as of October 1 or more frequently if certain circumstances indicate a possible impairment may exist. The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If the Company determines that it is more likely than not that the intangible asset is impaired, it performs a quantitative assessment by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on expected future cash flows, exceeds the carrying value, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.

Long-lived Assets and Definite-lived Intangible Assets

Held and used long-lived assets, which primarily consist of property and equipment and right-of-use assets, and definite-lived intangible assets, which primarily consist of developed technology and definite-lived brands, are reviewed for impairment whenever events or circumstances indicate that the carrying value of such assets or asset group may not be recoverable. An asset group is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The carrying value of such assets or asset groups is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the assets or asset group exceeds its fair value. The remaining estimated useful lives of long-lived assets and definite-lived intangible assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

See Note 4, Goodwill and Intangible Assets, Net, for additional information on intangible and long-lived asset impairment charges recorded in the 2024 and 2025 periods.

Share Repurchase Program

Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock until retirement and reflected as a reduction of stockholders' equity within the accompanying unaudited condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.

Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.

The Company has a share repurchase program authorizing the repurchase of up to $450.0 million of its outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. There wereno share repurchases during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of March 31, 2026, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.

Revenue Recognition

Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

During the three months ended March 31, 2026 and 2025, there were no customers representing greater than 10% of total revenue.

For the periods presented, revenue across apps was as follows (in thousands):

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $35.5 million and $36.8 million as of March 31, 2026 and December 31, 2025, respectively, all of which is classified as a current liability. During the three months ended March 31, 2026 and 2025, the Company recognized revenue of $30.3 million and $35.0 million, respectively, that was included in the deferred revenue balance at the beginning of each respective period.

Recently Adopted Accounting Pronouncement

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The Company adopted ASU 2025-05 in the first quarter of 2026 prospectively. Adoption of this ASU did not have a material impact on the accompanying condensed consolidated financial statements and disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to Accounting for Internal-Use Software. The ASU replaces the current stage-based capitalization model with a principles-based approach that requires capitalization of costs once management has authorized and commits to funding a software project and it is probable that the project will be completed and the software will be used as intended. The guidance is effective for the Company beginning in the first quarter of 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements, which amends hedge accounting guidance in Accounting Standards Codification (“ASC”) 815 by addressing five specific hedge accounting issues, including similar risk assessments for cash flow hedges and expanded eligible hedged risk components. ASU 2025-09 is effective for the Company beginning in the first quarter of 2027 and will be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements, which clarifies the scope, form, and content of interim financial statements and consolidates interim disclosure requirements currently required under GAAP. The ASU also introduces a disclosure principle requiring entities to disclose material events and changes since the end of the most recent annual reporting period. ASU 2025-11 is effective for the Company in the first quarter of 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

Note 3 - Income Taxes

The Company is subject to U.S. federal and state income taxes and files consolidated income tax returns for U.S. federal and certain state jurisdictions with respect to its allocable share of any net taxable income of Bumble Holdings. The subsidiaries of Bumble Holdings are also subject to income taxes in the foreign jurisdictions in which they operate.

For the three months ended March 31, 2026, the Company's effective tax rate was 17.8%, which differs from the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, income attributable to noncontrolling interests, nondeductible stock-based compensation, the impact of Pillar Two minimum taxes and valuation allowance recorded against certain deferred tax assets.

For the three months ended March 31, 2025, the Company's effective tax rate was 23.3%, which differs from the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, income attributable to noncontrolling interests, nondeductible stock-based compensation, the impact of Pillar Two minimum taxes and valuation allowance recorded against certain deferred tax assets arising in the current year.

Note 4 - Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):

There wereno impairment charges recorded for goodwill for the three months ended March 31, 2026 and 2025.

The Company evaluates goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. During 2025, the Company identified multiple impairment triggering events indicating that the fair value of its reporting unit was more likely than not less than its carrying value. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company performed quantitative goodwill impairment tests. For each impairment test, the Company estimated the fair value of its reporting unit using a combination of the income approach, employing a discounted cash flow model, and the market approach, employing a guideline public company method. The income and market approaches were weighted 75% and 25%, respectively. Key assumptions used in the discounted cash flow analyses included projected revenues, EBITDA margins, terminal growth rates, income tax rates and discount rates. These assumptions are updated as of each measurement date to reflect conditions then existing and involve significant judgment. Refer to Note 7, Fair Value Measurements for additional information.

2025 Impairment

During the three months ended December 31, 2025, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate ofzero, an income tax rate of 25% and a discount rate of 18.5%, which reflects a weighted average cost of capital adjusted for a company-specific risk premium. As a result, the Company recognized a goodwill impairment charge of $396.3 million.

During the three months ended June 30, 2025, the Company identified a separate triggering event driven by a revision to its 2025 outlook reflecting a strategic shift to improve the health of its membership base. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate of 2.0%, an income tax rate of 25.0%, and a discount rate of 14.0%. As a result, the Company recorded a goodwill impairment charge of $258.1 million.

Additionally, in connection with the classification of Fruitz as held for sale in June 2025, the Company allocated $1.8 million of goodwill to Fruitz and determined that the allocated goodwill was fully impaired as of June 30, 2025. Refer to Note 6, Sale of a Business within the annual consolidated financial statements in our 2025 Form 10-K, for further information.

Intangible Assets, Net

A summary of the Company’s intangible assets, net is as follows (in thousands):

The Company evaluates its indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may exceed its fair value, in accordance with ASC 350, Intangibles – Goodwill and Other. The Company evaluates its long-lived assets and definite-lived intangible assets for recoverability whenever impairment indicators are present, at asset group level, in accordance with ASC 360, Property, Plant, and Equipment. The fair value of indefinite-lived intangible assets is estimated using a relief-from-royalty method, which requires assumptions including projected revenues, royalty rates, discount rates, terminal growth rates, and income tax rates. The fair value of long-lived assets and definite-lived intangible assets is estimated using a discounted cash flow methodology, when required. Key assumptions used in the discounted cash flow analyses included projected revenues, EBITDA margins, terminal growth rates, income tax rates and discount rates. These assumptions are updated as of each measurement date to reflect conditions then existing and involve significant judgment. Refer to Note 7, Fair Value Measurements for additional information.

There wereno impairment charges recorded for the three months ended March 31, 2026.

2025 Impairment

During the three months ended December 31, 2025, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative impairment test, applying a terminal growth rate ofzero, an income tax rate of 25.0% and a discount rate of 18.5% to determine the fair value of its indefinite-lived assets. As a result, the Company recognized an impairment charge of $230.0 million associated with its indefinite-lived intangible assets.

Additionally, during the three months ended December 31, 2025, the Company recognized animpairment charge of $4.2 million related to certain trademarks, reflecting the Company’s reassessment of its trademark portfolio in connection with changes in business priorities and geographic focus.

During the three months ended June 30, 2025, the Company identified a separate triggering event driven by a revision to its 2025 outlook reflecting a strategic shift to improve the health of its membership base. The Company performed a quantitative impairment test, applying a terminal growth rate of 2.0%, an income tax rate of 25.0% and a discount rate of 14.0%. As a result, the Company recorded an impairment charge of $140.0 million associated with its indefinite-lived assets.

Additionally, during the three months ended June 30, 2025, the Company recorded an impairment charge of $5.0 million for its definite-lived intangible assets associated with Fruitz that met the criteria to be classified as held for sale in June 2025. Refer to Note 6, Sale of a Business, within the annual consolidated financial statements in our 2025 Form 10-K, for further information.

Furthermore, in connection with the decision in February 2025 to discontinue the operation of the Official app, the Company assessed the recoverability of its definite-lived intangible assets at the Official asset group level and determined that the carrying value of the Official asset group was not recoverable. As a result, the Company recognized $3.6 million of impairment charges, representing the entire carrying value of the Official asset group, during the three months ended March 31, 2025. The Official asset group was fully disposed during the three months ended June 30, 2025. See Note 5, Restructuring, for additional information on the Official app.

Amortization expense related to intangible assets, net for the three months ended March 31, 2026 and 2025 was $2.8 million and $7.9 million, respectively.

Note 5 - Restructuring

In June 2025, the Company announced its decision to reduce its global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of the Company's employees, as it realigns its operating structure to optimize execution on its strategic priorities. As a result, the Company expects to incur approximately $15.0 million of total non-recurring charges through the first half of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.

In February 2025, the Company announced its decision to discontinue its operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. The Company incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees. See Note 4, Goodwill and Intangible Assets, Net, for additional information on the Official app.

The following table presents the total non-recurring restructuring charges by function for the periods indicated (in thousands):

The following table summarizes the restructuring-related liabilities (in thousands):

Note 6 - Other Financial Data

Consolidated Balance Sheets Information

Other current assets are comprised of the following balances (in thousands):

Accrued expenses and other current liabilities are comprised of the following balances (in thousands):

Other long-term liabilities are comprised of the following balances (in thousands):

Note 7 - Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):

There were no transfers between levels between March 31, 2026 and December 31, 2025.

The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.

The Company's derivative assets and liabilities, which consists of interest rate swaps and foreign currency forward contracts, are measured at fair value on a recurring basis using observable market data (Level 2). The fair value of interest rate swaps is estimated using a combined income and market-based valuation methodology based on Level 2 inputs, including forward interest rate yield curves obtained from independent pricing services. The fair value of foreign currency forward contracts are measured using Level 2 inputs, which include observable market inputs such as foreign currency spot and forward rates, interest rate yield curves obtained from independent pricing services, and credit-risk adjustments.

As of March 31, 2026, the Company has a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150.0 million. The Company determined the fair value of the contingent earn-out liability by using a probability-weighted analysis and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the duration of the obligation. The number of scenarios in the probability-weighted analyses vary; generally, more scenarios are prepared for longer duration and more complex arrangements. As of March 31, 2026 and December 31, 2025, the fair value of the contingent earn-out liability reflected a risk-free rate of 3.7% and 3.5%, respectively. The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). As of March 31, 2026 and December 31, 2025, the contingent earn-out liability was $14.0 thousand and $0.1 million, respectively, which is included in “Accrued expenses and other current liabilities” in the accompanying unaudited condensed consolidated balance sheets.

The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the contingent earn-out liabilities are sensitive to changes in the stock price, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the performance metrics. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying unaudited condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was $(36.0) thousand and $(2.3) million for the three months ended March 31, 2026 and 2025, respectively.

Assets and liabilities that are measured at fair value on a non-recurring basis include indefinite-lived intangible assets, long-lived assets, definite-lived intangible assets and goodwill. During the year ended December 31, 2025, the Company recorded impairment charges of $370.0 million for indefinite-lived intangible assets, $3.6 million for the definite-lived intangible assets associated with Official, $4.2 million for the definite-lived intangible assets associated with trademarks, $656.2 million for goodwill and $5.0 million for intangible assets associated with Fruitz asset held for sale. The Company determined the fair value of indefinite-lived intangible assets, long-lived assets, definite-lived intangible asset and its reporting unit for goodwill impairment using unobservable inputs (Level 3), except for impairment associated with Fruitz asset held for sale in the 2025 period, for which the fair value was determined using exit price (Level 2). See Note 2 Summary of Selected Significant Accounting Policiesand Note 4, Goodwill and Intangible Assets, Net for additional information.

Note 8 - Debt

Total debt as of March 31, 2026, presented below (in thousands), reflects amounts outstanding under the 2020 Credit Agreement (as defined below). The current portion includes the amount of the debt not refinanced and repaid in cash, as well as scheduled maturities within one year of the balance sheet date in connection with the term loan provided for by the 2026 Credit Agreement, as discussed below within Note 14, Subsequent Events.

Credit Agreement

As of March 31, 2026, the Company and certain of its wholly owned subsidiaries, including Buzz Finco LLC (the “Borrower”) were party to a credit agreement (as amended, the “2020 Credit Agreement”), pursuant to which the Company borrowed $575.0 million through aseven-year term loan (“Original Term Loan”) and $275.0 million through aseven-year incremental term loan (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”). In addition, the 2020 Credit Agreement provided for a $50.0 million senior secured revolving credit facility maturing on June 17, 2026 (the “2020 Revolving Credit Facility”) with $25.0 million available through letters of credit. The forward-looking term rate was based on the Term Secured Overnight Financing Rate (“Term SOFR”), plus a credit spread adjustment of 0.10% with respect to the Term Loans and 0.00% with respect to loans under the 2020 Revolving Credit Facility (Term SOFR plus such credit spread adjustment, “Adjusted Term SOFR”).

Based on the calculation of the applicable consolidated first lien net leverage ratio, the applicable margin for borrowings under the 2020 Revolving Credit Facility was between 1.00% to 1.50% with respect to base rate borrowings and between 2.00% and 2.50% with respect to Adjusted Term SOFR borrowings. The applicable commitment fee under the 2020 Revolving Credit Facility was between 0.375% and 0.500% per annum based upon the consolidated first lien net leverage ratio. The Borrower was also obligated to pay customary letter of credit fees and an annual administrative agency fee.

The interest rates in effect for the Original Term Loan and the Incremental Term Loan as of March 31, 2026 were 6.52% and 7.02%, respectively. Interest expense, including the amortization of debt issuance costs, was $10.3 million and $11.7 million for the three months ended March 31, 2026 and 2025, respectively. The Original Term Loan amortized in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan outstanding as of the date of the closing of the Original Term Loan, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan amortized in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan outstanding as of the date of the closing of the Incremental Term Loan, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of outstanding indebtedness during the three months ended March 31, 2021, quarterly installment payments on the Incremental Term Loan were no longer required for the remaining term of the facility. Principal amounts outstanding under the 2020 Revolving Credit Facility, as amended, were due and payable in full at maturity on June 17, 2026. In August 2025, the Company made a $25.0 million voluntary principal payment on the Incremental Term Loan. As a result of this prepayment, the Company recognized a charge of$0.1 million to write off the related unamortized debt issuance costs. As of March 31, 2026, amounts available under the 2020 Revolving Credit Facility were $50.0 million. As of March 31, 2026, and at all times during the three months ended March 31, 2026, the Company was in compliance with the financial debt covenants.

As the loans were issued with a floating rate of interest, the Company believed that the fair value of the obligations approximated the principal amount of the loans as of March 31, 2026. The carrying value of the Term Loans included the outstanding principal amount, less unamortized debt issuance costs. Therefore, the Company assumed the carrying value of the debt, before any transaction costs, would approximate the fair value of the loan obligation based on Level 2 inputs since the term loans carry variable interest rates that were based on the SOFR.

The Term Loans and the 2020 Revolving Credit Facility under the 2020 Credit Agreement were terminated and replaced by the 2026 Credit Agreement and the 2026 Revolving Credit Facility in April 2026. See Note 14, Subsequent Events, for additional information.

Future maturities of long-term debt as of March 31, 2026, presented below (in thousands), reflect scheduled maturities under the 2026 Credit Agreement, giving effect to the April 2026 refinancing. The portion of the debt not refinanced was repaid in cash and is included in maturities in the remainder of 2026.

Note 9 - Earnings per Share

The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings per share (in thousands):

The following table sets forth the computation of the Company's basic and diluted earnings per share (in thousands, except share amounts, and per share amounts):

The following table sets forth potentially dilutive securities that were excluded from the diluted earnings per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:

Note 10 - Stock-based Compensation

Total stock-based compensation expense was as follows:

During the three months ended March 31, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 period. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Incentive Units in Bumble Holdings

As of December 31, 2025,11,978 time-vesting incentive units with a weighted-average participation threshold of $43.00 were unvested, all of which vested during the three months ended March 31, 2026. All exit-vesting incentive units were fully vested as of December 31, 2025.

Restricted Shares of Class A Common Stock in Bumble Inc.

All time-vesting and exit-vesting restricted shares of Class A common stock were fully vested as of December 31, 2025.

RSUs in Bumble Inc.

All exit-vesting restricted stock units (“RSUs”) were fully vested as of December 31, 2025. The following table summarizes information around time-vesting RSUs in the Company:

During the three months ended March 31, 2026 and 2025, the total fair value of vested RSUs as of the respective vesting dates was $4.5 million and $8.5 million, respectively. As of March 31, 2026, total unrecognized compensation cost related to the time-vesting RSUs was $40.0 million, which is expected to be recognized over a weighted-average period of 2.0 years.

Options

As of December 31, 2025,42,227 exit-vesting options with a weighted-average exercise price of $43.00 per share and a weighted-average grant date fair value of $22.21 per share were outstanding, all of which expired during the three months ended March 31, 2026.

The following table summarizes the Company’s option activity as it relates to time-vesting stock options:

As of March 31, 2026, total unrecognized compensation cost related to the time-vesting options was $1.3 million, which is expected to be recognized over a weighted-average period of 2.1 years.

The weighted-average exercise price exceeded the market price as of March 31, 2026, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).

Note 11 - Related Party Transactions

In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below (in thousands).

Tax receivable agreement liability remeasurement expense

Concurrent with the completion of the IPO, the Company entered into a Tax Receivable Agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders. In November 2025, the Tax Receivable Agreement was amended to provide for one-time settlement payments as consideration for the complete and full termination of the Company's payment obligations agreement. Prior to its amendment, adjustments to the tax receivable agreement liability were recognized as “Other income (expense), net” on the unaudited condensed consolidated statements of operations. See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, within the annual consolidated financial statements in the Company's 2025 Form 10-K for additional information regarding the Tax Receivable Agreement.

Other

The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc, a company in which Blackstone-affiliated funds hold a controlling interest. The Company uses TaskUs Inc., a company in which Blackstone-affiliated funds hold a controlling interest, for moderator services. The Company recognizes consulting expenses payable to Blackstone Management Partners L.L.C., an affiliate of Blackstone.

Note 12 - Segment and Geographic Information

The Company operates asone operating segment with revenue primarily derived in the form of recurring subscriptions and in-app purchases. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance of the operating segment and decides how to allocate resources based on revenue, operating earnings (loss), and net earnings (loss) presented on a consolidated basis. Furthermore, the CODM reviews and utilizes functional expenses (cost of revenue, sales and marketing, general and administrative, and product development) at the consolidated level to manage the Company's operations. There are no segment managers who are held accountable for operations and operating results below the consolidated level. Accordingly, the Company reports asone segment and all required segment financial information can be found in the unaudited condensed consolidated statements of operations.

Revenue by major geographic region is based upon the location of the customers who receive the Company's services. The information below summarizes revenue by geographic area, based on customer location (in thousands):

The United States is the only country with revenues of 10% or more of the Company's total revenue for the three months ended March 31, 2026 and 2025.

As the Company operates its business underone segment, there is no difference between its segment assets and the total consolidated assets. The information below summarizes property and equipment, net by geographic area (in thousands):

United Kingdom, United States and Czech Republic are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net.

Note 13 - Commitments and Contingencies

The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director.

Litigation

We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business.

These actions frequently seek putative damages that may significantly exceed our assessment of any reasonably possible loss from the resolution of such actions. We record a liability for legal claims when the Company determines that a loss is probable and the amount can be reasonably estimated, and, if the liability is material, we disclose the amount of the liability reserved.

These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company.

From time to time, the Company is subject to patent litigations asserted by non-practicing entities.

Legal expenses are included in “General and administrative expense” in the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company determined thatno provisions were required, reflecting its assessment that any potential obligations related to its litigation matters were not probable or reasonably estimable at those dates. During the three months ended March 31, 2026, the Company did not make any payments to settle litigation matters.

Purchase Commitments

On December 12, 2025, the Company amended an agreement with one of its third-party service providers related to cloud services. Under the amended terms, the Company is committed to pay a minimum of $56.0 million over five consecutive years beginning in December 2025. If the Company fails to meet a minimum annual commitment in any period or upon early termination as defined in the agreement, the Company will be required to pay any unsatisfied minimum commitment amounts, subject to certain rollover provisions. As of March 31, 2026, the minimum commitment remaining with this third-party was $52.8 million. In addition, the Company has an agreement with another third-party service provider related to cloud services, under which the Company is committed to pay a total of $12.4 million over a period of 36 months beginning October 2024. At the end of the 36 months or upon early termination as defined in the agreement, any unused consumption capacity will expire unless a renewal agreement is executed. As of March 31, 2026, the total commitment fee remaining with this third-party was $3.8 million.

Note 14 - Subsequent Events

On April 24, 2026, certain subsidiaries of the Company entered into the 2026 Credit Agreement providing for a $475.0 million senior secured term loan facility. The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate the Company’s outstanding indebtedness under the existing 2020 Credit Agreement. The term loan bears interest at a rate equal to Term SOFR plus 8.0% or a base rate plus 7.0% and matures on April 24, 2030. The loan amortizes in equal monthly installments, with annual amortization of 12.5% in year one and 15.0% thereafter and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the Company’s assets. The agreement contains customary affirmative and negative covenants, including limitations on additional indebtedness, liens, restricted payments and investments, and includes financial maintenance covenants, including a maximum consolidated total leverage ratio of 3.00 to 1.00 with incremental step downs over time to reach 2.00 to 1.00 on June 30, 2028, and a minimum liquidity requirement of $25.0 million, increasing to $50.0 million after the five month anniversary of the closing date of the 2026 Credit Agreement.

In addition, on April 24, 2026, certain subsidiaries of the Company entered into a senior priority revolving credit agreement providing for a $50.0 million senior secured revolving credit facility maturing on January 23, 2030. The 2026 Revolving Credit Facility replaced the Company’s existing 2020 Revolving Credit Facility originally set to mature in June 2026 and is available for general corporate purposes and working capital.